Spider-man: New World
by Brad Hall
Summary: This is my version of Spider-man's origin. In my version, Pete was never bitten by the spider, but was infused by the spider's DNA by a sudden ripple in the space/time continuum. (The Age Of Ultron event.) Also, in this version, Uncle Ben was a SHIELD legend, who is now targeted to be killed by a certain man by the name of Norman Osborn. Please review.
1. Chapter 1: Power & Responsibilty Part 1

**Peter Parker: Teenage Superhero**

**Disclaimer: We already know I don't own any of these characters. Note: The time shift in the beginning is caused by the Age Of Ultron event.**

_It wasn't supposed to be like this._

Hello, my name is Peter Parker.

And I'm a superhero.

And let me just say for the record, it ain't all it's cracked up to be. For one thing, you have crazy people trying to kill you on a daily basis. Second thing, it hurts. _Duh. _Third thing, your loved ones are in constant danger if you don't play your cards right. And you'll have to live with that for the rest of your life. Unless you're Moon Knight. That guys so crazy...anyway, I'm getting ahead of myself.

Let me start from the beginning...

* * *

The bell rung.

_Damn it. Well, here goes another day in hell's kitchen._

Peter Parker opened the stall door to the boy's bathroom slowly. He peeked out carefully. Nobody was there.

_Maybe I finally get a break._

Peter crept out of the stall and walked through the bathroom with the uttermost carefulness. Then, before Peter could react, a big meaty hand pushed him into the wall.

Crap, Peter thought. Almost made it.

"Hey there, Puny Parker," Flash said as spit flew into Peter's face.

"Say it, don't spray it, Quarterback," he shot back.

"So Puny Parker finally gets some balls for that mangina of his," Flash said sarcastically. "Well, by all means if you're feeling froggy, fell free to leap."

Peter said nothing.

"That's what I thought," Flash said with authority.

Flash quickly pulled his hand up in a fist. Peter flinched. He couldn't help it. Flash laughed.

"Ha! Ha! Ha! Oh man! I didn't think it was possible, but you actually made me laugh, Puny," Flash said mid-laugh. "Just for that, I'm gonna let you go."

Peter looked hopeful.

"Really?"

"Yeah. We're all friends here," Flash said, letting go of him. "Go ahead. The world is your oyster."

Peter slowly eased his way around the stocky umpa lumpa standing in front of him. He opened the bathroom door and ran out quickly.

_Maybe I can actually make it to class this time._

Little did Peter know, Flash opened the door and stepped out. He took in a long breath of air.

Ah, Flash thought, this is what I live for.

Flash pulled his football out of his backpack and threw it with quarterback precision. WHAM! The ball hit Peter in the back of the head, and caused him to face-plant on the freshly waxed floor.

"Booyah," Flash yelled. "And that's why I'm an all-star!"

Gwen Stacy opened the door next to Peter, who was still on the ground.

"Oh my God, Peter," Gwen exclaimed. "Are you okay?"

"Oh yeah," Peter said without moving. "I'm just resting my eyes for a minute."

Gwen turned to Flash with pure ice and hatred in her eyes. Flash held his hands up defensively.

"Whoa, whoa, whoa," he started. "Flash is a friend to the ladies."

Gwen rolled her eyes and helped Peter up.

"Are you sure you're okay, Pete," she asked sympathetically. "You want me to take you to the nurse."

"I'm not a baby, Gwendolyn," Peter said.

Peter's eyes got big. Gwen hated being called Gwendolyn. Last time someone did that, she kicked them right in the nuts. Peter instinctively lowered his hands to his most valuable body part.

Gwen just picked his glasses up off the ground and put them on him.

"I know, I'm sorry," she said. "I'm just worried about you."

"Hey Tiger," a voice said behind them. "You okay?"

_Uh oh_, Peter thought.

And by the look on Gwen's face, it was exactly who he thought it was. Peter turned around to face Mary Jane Watson.

"Uhhh..."

"He's fine," Gwen said defensively.

_Here we go_, Peter thought. He and Gwen weren't dating, but she was always jealous of MJ. Peter couldn't understand why. Sure, Mary Jane was prettier than Gwen, not to say Gwen isn't beautiful, but come on, Peter and Gwen had known each other forever. Was she worried MJ would steal her and Peter's friendship? No way.

"You sure," MJ said, obviously not understanding the direness of the situation. "He has that, 'I wanna cry but I'm to manly to admit it' face on.

"He...," Gwen started.

The bell rung. Peter breathed in some fresh air.

Saved by the bell.

"Well, I have to head to class." Peter said. "Gwen, I'll see you at that science exhibit after school."

* * *

Peter smiled.

_This is gonna be awesome_, he thought.

He and Gwen were standing outside the lab of Dr. Curtis Connors at Empire State University. They had been waiting weeks to get the chance to come here, and it had finally arrived. Dr. Connors was finally allowing tours to see his work.

"This is gonna be so awesome," Gwen exclaimed as excited as he felt.

"My thoughts exactly," Peter said. "Shall we?"

"We shall," Gwen said.

When they went inside, they were not disappointed. This place was a scientific heaven. Everywhere they looked there was something that they both wanted to test out.

"Oh my God, is that a Stark Energy Converter," Gwen asked excitedly.

"There's only five of those in the entire world," Peter could barley get out through the excitement.

"Come on," Gwen said. "Let's go see the Otto Octavious arms."

When they made it to where Dr. Otto Octavious was stationed, Peter almost fainted. Around Dr. Octavious' waist was a harness that held six mechanical arms with three pincers on each arm. They were all doing different activities such as pouring beakers, adjusting meters, and making the good doctor some coffee. It was enough to make a man drool.

"Peter, you're drooling," Gwen said trying not to laugh.

Peter wiped it off.

"Morning, children," Dr. Octavious said to them.

They both stood there awestruck that the genius inventor spoke to them until Peter spoke.

"Actually Dr. Octavious," Peter said. "It's five in the afternoon."

Gwen elbowed him in the ribs.

"Peter.."

"Oh, uh, sorry Dr. Octavious," Peter said. "I get smart-mouthed when I'm nervous."

The doctor smiled.

"It's quite all right," he said. "I love a child who's not to nervous to speak."

"We'll leave you to your work," Gwen said.

Gwen pulled Peter away.

"Hey! I wanted to ask him some questions about the neural technology he uses to control his arms," Peter complained.

"Don't start with me," she said agitated. "I might not get a scholarship to Empire State because of you."

Peter rolled his eyes.

"Oh definitely. I'm so sure Dr. Otto Octavious, who has a million things to do, will sit there two years from now and say 'oh no, don't let this rascal in, she was with that boy who told me it was 5 o'clock'," Peter said sarcastically.

Gwen smiled in the cute way she does when she wants to be mad, can't. Peter almost lost his breathe.

"Uhhh..." he started lamely.

Gwen just kept smiling.

"Come on, let's check the spider exhibit you were so focused on seeing," she said.

They walked to the bug exhibit. Peter was astounded to see all new species of insects and arachnids. He looked at Gwen. She looked almost as excited as he was. Almost.

"They're really marvelous, aren't they," a voice said.

Peter and Gwen turned around to see Dr. Ezekiel Sims smiling at them.

"Yeah," Gwen said. "Major understatement."

"You were one of the leading scientist who created these, right Dr. Sims," Peter asked.

"Well, there were many scientists who contributed, but yes, I guess I got the biggest paycheck," Dr. Sims said modestly. "Would you like to hold one?"

Gwen shook her head.

"No way," she said. "Bugs freak me out."

"Really," Peter exclaimed. This was the most exciting thing that had ever happened to him. "I can hold one?"

"Sure."

Ezekiel reached his hand in and took out one of the spiders. He placed it in Peter's eager hands.

"Do they bite or anything," he asked.

"No, their mouths were removed to prevent it," Ezekiel said. "It's all completely safe, Mr. Parker."

"Uh, Peter," Gwen said. "How does he know your name?"

Just then, there was a ripple in the air. All for two seconds, Peter couldn't breathe. The only thing on his mind was: _Why does this spider feel warm?_

The next thing Peter knew there was an explosion, and he was sprawled out on the ground. There were screams and pleads for help all around him. Peter opened his eyes to see fire and carnage everywhere.

_Gwen._

Peter quickly got to his feet. He saw that the damage was even worse than what he saw while on the ground. The building was on fire, and there were already a lot of casualties. But at the moment, Peter didn't care. He only cared about finding Gwen. He looked around. He saw Dr. Octavious howling in pain. The harness had melted to his body, and two of his arms were blasted off in the explosion. Peter looked again. There was Gwen, pinned under one of the containers that held the spiders. All of them were dead. Peter ran over to her.

"Gwen!"

"Uhhh...Peter?"

"Don't worry, Gwen," he said although he was extremely worried himself. "I'll get you out of here."

He lifted the container off of her with ease. He would wonder about that later, but for now, he had to get Gwen. He lifted her up in his arms.

"Peter..," she started.

"It's going to be okay," he said.

He ran for the door. Luckily, there wasn't any fire or debris over the door. He carried Gwen out and ran. He ran as far as he could. He didn't stop for anything. Not for the approaching squad cars. Not for the panicking people, he didn't even stop to realize that his fingers were sticking to Gwen's clothes. All he did was run to Gwen's home. Standing inside the calm house, Peter relaxed, at least a little bit.

He carried her to her front steps and rang the door bell. Police Captain George Stacy opened the door with a panicked look in his eyes. Seeing Peter there holding his daughter, he visually relaxed.

"Oh, thank God," he said. "Gwen."

He held out his arms and took her. It was then Peter realized how sticky his hands were. Luckily, they came unstuck as soon as he wanted them too, so Captain Stacy wouldn't get the wrong idea.

"Thank you, Peter," he said. "Thank you."

Not knowing what else to say, Peter simply replied.

"No problem."

"Do you, um, do you want to come in," he asked. "It'll be a mad house out here once everyone gets their bearings."

"You felt it too," Peter asked.

"I'm pretty sure everyone felt it," he said.

"I..I need to go home and check on my aunt and uncle," he said, clearly panicking.

"Go," the captain said.

Peter turned and ran to his house in Forest Hills. When he ran past Mary Jane's house next door, he was almost tempted to stop and check on her and her parents.

_No,_ he thought. _Aunt May and Uncle Ben first._

Peter ran inside house quickly. He didn't even realize the door was locked, and he'd broken right through it.

"Aunt May," he called. "Uncle Ben?!"

"We're in here, Pete," a voice came from the other room.

Peter ran in there and relaxed. There in the room was his Aunt May and Uncle Ben, maybe a little shaken, but otherwise okay.

"Oh thank God," Peter said holding back tears. "You guys are okay."

Peter ran and hugged them.

"We were so worried," Aunt May said, letting the tears flow. "Are you okay?"

"Me? It you guys I'm worried about," Peter said.

"We're peachy," Ben said. "So...how was the University?"

Peter laughed. Then stopped. The university. Maybe he should've tried to go back and help people get out. He shrugged it off. The police can worry about it. His family was safe, and that was all that mattered.

Having a chance to relax, Peter realized just how tired and dizzy he felt. The adrenaline was gone, and he realized how much that explosion hurt.

"I'm gonna go lay down," he said. "It's been a long day, to say the least."

Before they could respond Peter ran up the stairs to his bedroom. Before he could even take his glasses on, which miraculously didn't fall off, Peter passed out on his bed, feeling sick and exhausted. Oh, and the pain. Can't forget about the pain.


	2. Chapter 2: Power & Responsibilty Part 2

**CHAPTER 2**

Norman Osborn was dying.

As he looked he looked at his test results he knew that's what it was.

_AIDS. Dear God, why'd it have to be AIDS?_

He only had himself to blame, though. That brunet on his board was obviously hiding something. Besides, he was married. Or, he was, before he was arrested by SHIELD and placed in solitary confinement. He would never forget the name of the man who put him behind bars.

Ben Parker.

Ben Parker was probably old by now. Hell, he was old when he arrested Norman, and Norman was nineteen then. Norman was forty-two now. His own son, Harry, was about seventeen now.

_Right?_

Norman couldn't even remember what year Harry was born, let alone how old he was. He was in prison.

Ben Parker.

The only good part about prison was when Emily would come to the prison. That was how Harry was born. He would have to have a relationship with Harry. He would try his damndest.

After Ben Parker was dead.

Norman kept rummaging through his files. He had found out where Parker lives after a quick Internet search. Norman smiled. Nick Fury doesn't even protect his retired agents with Internet filtering.

_There._

Norman found it. Right there in his hands was the formula to Oscorp's greatest unused invention. The Oz serum. It was a genius idea, of coarse Norman created it, so that was hardly surprising, but Dr. Strom reminded Norman that with government procedures, rules, and regulations, it make take up to five years for them to even consider human testing. Dr. Strom was dead now. Norman finally had his chance to beat his illness _and_ Ben Parker. Norman went to work.

* * *

Nick Fury stepped out into the morning. It would've been a beautiful day, if not for the problems.

Norman Osborn escaped.

It would've taken an idiot not to know he was going after Ben Parker. Nick Fury wasn't an idiot. Granted, he wasn't a genius either, but he knew enough to become the director of the biggest peacekeeping organization in the world. SHIELD. Strategic Hazard Intervention Espionage Logistics Directorate. The organization had many problems to deal with, but the one at the top of Nick Fury's list was Ben Parker. They couldn't tell Ben he was in trouble. He'd try to get his family away as far as they could go. No, this situation had to stay contained.

Fury pulled out his mini radio.

"Fury," he said into it. "Codename: One Eyed Eagle."

A voice came from the radio.

_Hello Director Fury,_ the voice of a woman greeted him. _How are you today?_

"I'm fine, thanks," Fury replied. "Any progress on finding out exactly what the hell happened yesterday?"

_No sir,_ the woman replied._ But, there has been a development in the Ben Parker situation._

That got Nick's attention.

"Something happen with Ben Parker," he asked.

_Um...no_, the voice came back. _Something happened with his nephew._

* * *

_Oh my God._

That was all that went through Peter Parker's mind as he stuck to the wall of his bedroom.

_Holy crap! Is this what Aunt May was talking about when she said I'd be bouncing off the walls if I ate too much ice cream?_

Peter willed himself to come down and Peter fell off the wall, hitting his head on the ground with a thud. He didn't even feel it.

"Peter," his Aunt May called from downstairs with obvious worry in her voice. "Are you okay, Sweetie?"

_I'm perfect. I've literally never felt better._

"I'm fine, Aunt May," was all he could say.

Peter stood up. He had no idea what happened to him, but he still had to get to school. He had to check on Gwen. She looked fine when he dropped her off at her house, but so much can happen in a night. She could've had internal bleeding from the spider container and bleed to death...

Peter smiled. He was starting to sound obsessed with the girl. Peter pulled on his shirt and pants. Suddenly, there was a weird tingling in the back of his neck. He also had the strangest feeling somebody was watching him. Like when you watch some of your uncle's porn and you just know he's standing outside the door laughing at you.

He stepped to the window and opened the blinds. Right across from his window was the window of Mary Jane Watson. Her blinds were open too, and Peter could see her getting ready to take on the day. All Peter could think about was how beautiful she was. And how much of a perv he was being. Before he could turn away and kick himself, Mary Jane saw him and smiled sweetly at him.

"Hey Tiger," she said. "What's up?"

"Oh, uh...," Peter said. "What's up?

MJ eyed him suspiciously. Not in an angry way, more of in an 'I know what you were doing, and it was the funniest thing in the world' way.

"Were you spying on me," she asked.

"Huh? What? Me? No," Peter stammered. "I mean, not that I wouldn't want to spy on you, or...oh God."

To his surprise, MJ actually laughed.

"Hey, meet me in the front yard, Peeping Pete," she said. "I'll walk you to school."

Mary Jane closed his blinds and Peter could finally breathe.

_Smooth, Pete. Smooth._

Peter closed his blinds, completely forgetting what the heck he opened them for. MJ had a way of doing that to him. The sad thing is, he actually enjoyed it. It was like drinking, while it's happening, you get a huge rush. Afterwards, you just feel really stupid.

And she wanted to walk to school with him.

Before Peter could form another coherent thought, he stormed into the kitchen where his Aunt May and Uncle Ben were sitting, eating breakfast. He kissed his Aunt on the cheek and patted his Uncle on the back.

"See you guys after school, love you and all that," Peter said quickly.'

"Leaving so quickly," Ben Parker curiously asked. "None of our usual morning banter?"

"Sorry, I'm in a rush Uncle Ben," Peter said halfway out the door. "I'll banter with you after school."

"Bye Peter," Aunt May started. "Have a good day at schoo.."

Peter was out the door before she could finish.

"That was odd of him," Aunt May said. "I hope everything is okay."

"Teenagers," Ben said smiling to himself. "So fueled up on hormones they can't even say hello."

* * *

Ben Parker might have acted calm and cool, but on the inside he was crying. Not for him of coarse, not even his wife May, but for Peter. He and May still hadn't told him the news.

Ben Parker had cancer.

Prostate cancer to be exact. And he had it in a bad way. The doctor said he only had a few weeks to live, if he's lucky. And seeing Peter like that, obviously acting on hormones that could only be caused by a beautiful girl, without a serious care in the world...it only made it harder for him.

When his brother Richard died, Ben was mortified. But raising Peter, Richard's son, Ben had been surprised by how much he was like his father. So bright and gifted, and he looked just like his brother had when they were kids. Richard left a void that needed to be filled, and Peter filled it well. Peter was like the son Ben never had. That Ben would never have.

Ben scolded himself. That was no way to think. Not at a time like this. Ben got up from the table after finishing off his bacon and eggs, and went to the basement. He moved a couple of boxes that used to belong to Richard's wife Mary, and put his hand on a panel built into the wall. Instantly, the panel glowed a light shade of blue with a eagle symbol under it. He talked into it.

"Ben Parker," he said into the wall. "Codename: Mr. Responsible."

_Hello Mr. Parker_, the voice of a woman greeted him. _How are you today?_

_"_I'm fine, thanks," he replied. "I'm doing my weekly check up on Norman Osborn."

_I'm sorry sir_, the voice of the woman said. _You're not authorized to access this information._

_What?_

"I'm sorry," Ben said. "Did you say I'm not authorized to see something I've been seeing for the past twenty-thee years?"

_I'm sorry sir_, the voice of the woman said. _You're not authorized to access this information._

Okay, this was getting irritating. Ben couldn't understand why he suddenly couldn't access info on Norman Osborn.

"Okay," he said slowly. "Give me the last information you have on Norman Osborn that I _can_ access."

_Yes sir_, the panel said. _Norman Osborn received a mandated body check and was diagnosed with severe AIDS. He is said to have months to live._

Ben's eyes went wide. Norman Osborn had AIDS? He was dying. Now Ben knew why he wasn't allowed to see any new developments on Osborn. If Osborn only had a few months to live, he would definitely try to come after Ben. He was probably planning his escape right now, if he hadn't done it already.

_Peter and May._

That's all he could think about. He had to get them out of here. When Peter came back, they would all leave. Leave the city and go to a safe house in the countryside that even SHIELD didn't know about. That was the plan, and he was going to stick with. All he had to do was pack their clothes...

* * *

Natasha Romanoff sat on a roof, unimpressed. She had been sent to keep an eye on the legendary Ben Parker, and the most impressive thing she saw was his nerdy teenage nephew, who looked hopelessly lost as he left the house.

_This is the legendary Ben Parker_, she thought as she looked at the pudgy old man with gray hair and thinning hairline. He seemed to be in a rush to do something. He had run upstairs and started packing clothes. That's odd, Natasha thought. She radioed Nick Fury to see what he would make off this information.

"He's getting his ass out of there," Nick Fury said grimly. "He must have found out that Osborn escaped."

Natasha instantly changed her mind about Ben Parker. She had no idea how he did it, but somehow he had found the truth.

_Don't judge a book by their cover_, she thought to herself.

She then changed her mind about Parker again. He knew what was coming, and he'd decided to run away like a coward. Sure, he had a family to protect, but that was no excuse for cowardice.

"What should I do," Natasha asked Fury.

"We can't do anything," Fury replied. "We can't keep him there. He has rights, Natasha. And he's a friend."

"But, sir, you said you didn't want him to leave," Natasha said, surprised her boss were going to let things become unrestrained.

"I never said I didn't have an ace up my sleeve," Fury said. "Keep me posted, Widow."

"Will do, sir," Natasha replied.

Natasha sat back and relaxed. With the cloaking tech on her, she could sit the for days without anyone even noticing her. She was ready if Osborn showed his disease infested body any where near there. She would slit his throat and laugh while doing it.

* * *

As Peter walked in front of MJ's house, he was sweating like crazy. He knew he should probably be trying to figure out what exactly happened to him, and why he was able to stick to walls, but right now he was only focused on one thing. Mary Jane Watson.

He knocked on the door and waited. Eventually Mary Jane came to the front door. She looked sympathetic.

Uh oh.

"Sorry, Tiger," she said. "I told my mom I would ride to school with her. It's her idea of 'quality time.' Maybe we can go another time?"

If Peter said he wasn't disappointed, he'd be a liar. And it showed. His face was lower than thought humanly possible. MJ looked hurt.

"I really am sorry," she said, and closed the door.

_Great_, Peter thought grimly,_ she probably doesn't want to see my ugly face anymore._

Peter turned and left with what little dignity he had left. Suddenly he tripped, and got a face full of mud.

_Well, there goes dignity._

Peter picked up his books and walked to school.

* * *

Peter walked through the city slowly and grimly. How could he be so stupid? Like Mary Jane would actually want to walk to school with Midtown High's resident nerd. He was so mad, he walked right into the middle of the street, ignoring the people yelling at him to stop. Suddenly, Peter got the same tingle on the back of his neck again. He saw the new Cadillac CTS Sedan riding right towards. He could see everything from the little bug on the tire, to the New York license plate, to the driver looking down at their phone, a large smile on their face at the message they just go. Here's the weird thing though:

Peter was looking straight ahead, not at the approaching vehicle.

It was like a picture was being burned into his head, that was demanding attention. And Peter took notice. He instinctively leaped two stories into the air, without effort, adhering his fingers to a nearby building. Peter was safe. He looked down and saw all of the shocked pedestrians looking up at him, eyes wide with amazement and fear. Not wanting to face their glances anymore, Peter continued to crawl up the side of the building until he was at the top. Reaching out, he grabbed a pipe and smashed it in his fist, without even realizing it.

_Oh my God_, Peter thought. _What the hell is going on?_

Peter climbed on top of the roof and tried to think. What was happening to him? How was he able to do all of these weird things that humans shouldn't be able to do? Peter remembered when he lifted the container off of Gwen's back. He had lifted it without even trying. It had all started when that weird blast went through the air while he was holding the lab spider.

The spider...

Right then, it all clicked for Peter. Whatever that blast was that went on across the city, it had somehow infused the spider's DNA into Peter through physical touch, giving him the spider's abilities.

Peter was freaked out for about three seconds. Then, he was excited.

_I'd like to see Flash Thompson try to knock me down now!_

Then another thought came to Peter. If he had the abilities of the spider, did that mean he could produce webbing too? He looked at his butt expectantly. No new developments down there. Then, Peter had a weird tingling in his forearm, as if something was crawling up his arm.

Peter screamed.

Yes, webbing did produce from his hands, but they broke fiercely through his skin to do it. The web lines were about the width of his fist and were now dangling from his hands as blood poured from his cuts.

Not knowing what else to do, he cut the webs from his hands and wrapped each one around one of his hands to stop the bleeding. Even though he wanted to go home and cry in his Aunt May's lap like a baby, he jumped down from the building and continued to school.

He had some business to attend to.


	3. Chapter 3: Power & Respnsibility Part 3

**CHAPTER 3**

**Thanks to Arachne-Girl & the EXTREMELY talented MLP Mike for the reviews.**

* * *

Peter ate breakfast alone.

Normally, he would've had breakfast with Aunt May and Uncle Ben, but he just _had_ to get excited about walking with Mary Jane. The funniest part was, he didn't even walk with her. So, with Gwen not at school yet and MJ hanging out with the cheerleaders, Peter was at a lost for friends. That is, until Flash Thompson made it to school, then the friends would start rolling in. Until then, he was still stuck in Looserville. He just took the last bite of his cereal when a girl with long white hair and a perfect figure sat in front of him.

He knew her as Felicia Hardy. Well, he knew _of_ her, he didn't actually know her. She was really pretty. She wasn't as beautiful to Peter as Gwen or MJ, but she was freakin' hot. She was the kind of hot that you see in strippers. You don't really think of her as beautiful, but you can't ignore how great she looked.

"Hey, Peter," she said, sounding unsure of herself.

"Hey Felicia," he replied not knowing what to think.

"Hey, you're smart, right," she asked.

That caught Peter off guard.

"Uhh, I guess," Peter said. "I mean, I'd like to think so."

Felicia looked in a daze at the milk in Peter's bowl. Peter didn't really know what to make of it. Normally, he liked it when girls were thirsty, but Felicia was giving him a weird vibe.

"Uh, Felicia," he started, obviously confused.

Felicia snapped out of it.

"Oh yeah," she said. "Nice talking to you, Peter."

_O...kay?_

Felicia stood up. Before she left, she turned to him.

"Hey can I have your milk," she asked.

"A little thirsty, are we," Peter mocked.

Felicia smiled nervously at him.

"You wish," she said.

Peter gave her his half-drunken carton of milk, and she walked off, leaving Peter alone with his own thoughts. The past day had been eventful, to say the least. He found out her had the proportional strength and speed of a spider, and he could stick to walls. He could also spray webs...Peter's instinctively rubbed his own hands, which were wrapped in webbing that just looked like bandages. How would he explain this to his teachers? Screw that, how would he explain it to Ben and May? They were already worried about him enough as it was, now he goes home with bloody hands. Peter groaned. That was a problem for the future. Right now he had to worry about a certain Flash Thompson.

_Speak of the devil_, Peter thought. _Emphasis on devil._

As Flash normally did in the mornings, he strolled right over to where Peter was eating.

"Hey Puny Parker," he started. "Ready for your swirly of the day?"

Peter stood up and looked Flash dead in the eyes.

"Back off, Eugene," Peter said with as much authority as he could muster. "I'm not your punching bag anymore."

Flash grabbed Peter right where the school staff could see him, daring them to intervene. No one did. Peter grabbed Flash's wrist and twisted.

This is how Peter saw it: teenagers were crazy things. Always flocking around the most popular kids who picked on the defenseless ones like Peter. Peter figured that if he stood up to Flash, maybe he would get some respect, and a couple of new friends. That was the plan anyway.

What Peter didn't consider was how strong he actually was. When he twisted Flash's wrist, Flash's hand twisted all the way around, until it was facing the other way. The sound his wrist made was so horrible, Peter would remember it for the rest of his life. Flash fell to the floor and screamed as loud as he could. That's when the staff decided it was the best time to come in. They rushed to Flash's side and tried to help him. Flash's girlfriend, Liz Allen, ran next to Flash and cried. All Peter could do was watch in guilty agony. Liz turned to him.

"Look what you did, you freak," she yelled at him. "You're a monster!"

* * *

Peter sat in the principle's office with his heart in his stomach. They had called his Uncle Ben, but there was no answer. Luckily, Flash's parents weren't pressing charges, and the doctor said they'd be able to fix Flash's hand. It wouldn't be as good as new, but at least it would work. But what was on Peter's mind the most was what Liz had said.

_You're a monster._

And every part of his body that was Peter Parker knew it was true. Just because fate had given him these powers, didn't mean he had to stoop to Flash's level.

_Actually_, Peter thought, _I think I far surpassed his level, and made it eat horse crap._

Before he could start to feel guilty again, a voice came from the hallway.

"Oh my God, Peter."

Peter turned around and there was Gwen Stacy, looking beautiful as ever, looking at him like a man had a gun at his head.

"Hey, Gwen," Peter said. "I'm glad you're feeling okay."

"Thanks to you," she said, then dropped her eyes to the floor. "I heard what happened."

Peter stood up and held up his hands defensively.

"It was an accident," Peter stated quickly. "I swear."

Gwen suddenly hugged him. After a moment of complete shock, Peter hugged her back.

"I know," she said in a little more than a whisper. "I knew the whole time. Thanks for saving me."

"N -no problem," Peter said.

"Eh-hem," a voice came from behind them. "Mr. Parker, we need a word."

"Uh, how about glucose," Peter asked. "To the man I believe to be Samuel L. Jackson."

Gwen elbowed him in the arm as they looked at the tall bald black man with an eye patch over one eye in a nice suit.

"The name is Nick Fury," the man said matter-of-factly. "You can leave now, young lady."

* * *

Nick Fury was agitated. As the blonde girl left the room, he sized up the young man, Peter Parker, looking for weak spots and disadvantages in case things got difficult. Not that anything could go wrong, really. He just wanted to talk. Still, this young man had just twisted the hand of a young man in a bad way. Even though the kid probably deserved it, he was weary of the Parker kid.

"So, what exactly is this," Peter asked. "Is this, like, detention, or something?"

"Not detention," Nick Fury said. "We're just talking."

"Wait, do you even work at this school? I'm pretty sure I would've noticed a big black guy with an eye patch walking through the hallway," he added quickly. "Uh, no offense."

"I myself have never had the experience of working in a high school, nor do I ever want to," Fury said.

Peter's eyes went wide. Nick Fury held up his hands defensively.

"No, I'm not some petefile," he said. "Besides, if you were in any danger, wouldn't you sense it?"

Peter relaxed, at least a little.

"Yeah, I...," he began.

Then he tensed back up as fast as he untensed, if not faster.

"What? What are you talking...," he began.

Nick cut him off.

"No need to lie. Like we already said, you're in no danger here," he said.

The director of SHIELD was surprised at how much the young man reminded him of Ben Parker. Of coarse, Ben had raised the boy since he was an infant, so it was to be expected. He was a lot skinnier than Ben, but had serious muscle tone that he can tell he wasn't used to yet. Hopefully, the young man was similar to Ben in morals too, not just posture and words.

"How did you know," Peter asked. "About my, uh, spiderness, I mean."

"I'm sure you'll find that there's not many things we don't know about."

"And who is_ we_?"

"SHIELD," Nick Fury said proudly. "Strategic Hazard Intervention Espionage Logistics Directorate."

"I think someone really wanted your name to spell SHIELD."

"Probably," Nick Fury said. He gestured to the door behind him. "Widow, bring it."

* * *

Norman Osborn was proud.

After a little work, he had pieced together the pieces of the Oz formula. And now it was ready. If it worked, every problem he had would soon be over. He wouldn't have to worry about SHIELD taking him back to jail because he would handle anything they threw at him. And SHIELD would find him, it was only a matter of time.

And Ben Parker would be dead.

That was probably the sweetest victory of them all. He would grip the neck of Ben Parker and squeeze. Squeeze until his little eyes popped out of their sockets and his blood flew over Norman like a shower. Norman almost died of pleasure just thinking about it.

But for now, he had to get ready.

Norman had already set up his equipment for use after he was transformed by the Oz. Norman took out a rolled up towel and placed it in his mouth. He stuck the needle in his neck. To the day Norman died, whenever that may be, he believed he would never feel the type of pain he felt when the serum entered his body. It was like a miniature explosion in his body that somehow caused molten magma to flow down his body carrying in it knives that cut through his body like butter. It was all he could do to not scream his lungs out and trigger SHIELDS voice analyzers that they had all over the city. Norman doubled over in pain and fell to the ground. But, then he felt something he thought he had felt before, but in reality, he now realized, he was just now discovering.

Power.

Norman felt his body mass increase with new muscle. He felt his mind become smarter. He even felt the power of having two minds.

_Hello, Norman_, the voice said. _Are you ready?_

"Yes," Norman said to no one who was actually there. "I'm ready to kill Ben Parker."

_Good_, the voice replied. _Let us show that old man the power of THE GREEN GOBLIN!_

* * *

This was bar far the weirdest day in Peter Parker's life. First, he found out he had the proportionate strength and speed of a spider, now he finds out he's been watched by some organization he'd never heard of. The strange man in front of him, who'd introduced himself as Nick Fury, gestured to the door behind him. A woman stepped out carrying a large silver suitcase.

The woman was the hottest girl Peter had ever seen. Not only that, she was the most beautiful. Even more beautiful than Gwen or even Mary Jane, which was saying something. She had the most beautiful red hair that matched the color of burning fire on a pit. It ran down her smooth neck to about the small of her back. She was also wearing a skin tight black outfit that perfectly showcased her...

Peter blinked and looked down. He was getting a little excited.

"Good job," Nick Fury told her, taking the suitcase. He turned to Peter.

"This is Natasha Romanoff," he said. "The Black Widow. One of the best agents SHIELD has ever had."

"I'd like to think I _am_ the best sir," Natasha said as if she was kidding around, but she really wasn't.

"Sorry Natasha," Nick said. "I'm the best."

"Yes, sir."

Peter looked at the briefcase.

"What is that," Peter asked.

"A gift," he replied, and handed it to Peter.

Peter opened the case carefully and was truly surprised by what he saw. Inside the case, looking back at him, was a red mask with two reflective lenses for eyes that Peter could see his reflection in. The mask had a web design on it, that actually worked pretty well, Peter thought. Not only that, there was a full body costume that matched, only having a cool shade of blue over the legs and on the underarms. Also in the case were two cylinders about the size of Peter's wrist with a long attachment that had a small button on it. The body of the cylinders had a symbol of an eagle on it.

"What the hell is this," Peter asked. The day had been full of surprises, but this might've taken the cake.

"Yours," Fury said. "All yours."

Peter picked up the cylinder and held it up.

"What are these," he asked.

"Web-shooters," Fury said.

_Web-shooters?_

Fury must've seen the confused look on Peter's face.

"Those canisters fire a bio-cable that can hold up to a ton, if you use enough," he told Peter. "They're fired by pushing that button."

Although Peter was curious to try it, he put it back in the case.

"I don't want these," Peter said.

"You're father made those," he replied.

Peter blinked.

My father?

Peter's father died while Peter was still a baby. He was killed in a plane crash, along with Peter's mother. After that, Peter moved in with his Aunt and Uncle and was raised up like their own. His uncle never really spoke about them, but his aunt told him that his parents were scientists, which is what fueled his interest in science. He didn't know why, but he didn't doubt his father made these "web-shooters." He only had one question.

_What was his father doing working with SHIELD?_

"You're was a smart man," Nick Fury said. "And a good friend."

_He knew my father,_ Peter thought. _What the hell is going on here?_

"Why are you giving me this," was all Peter could ask.

"We need your help." Fury replied.

Figures.

"What?"

"A man escaped from our prison, a Mr. Norman Osborn. I'm sure you're familiar with his son."

Yeah, Peter was familiar with Harry. He and Harry had been friends since before Peter could remember. He hadn't seen Harry in months though, because Harry went to live with his uncle in Connecticut. They'd kept in touch though, as Peter had talked to Harry just last night on the phone. Harry had said his father had ditched him and his mom when he was a baby. Peter didn't really ask any questions about it.

"What does that have to do with me," he asked.

"We want you to find him," Natasha said matter-of-factly.

Peter looked at the woman. Dang, she didn't talk a lot, but when she did, she packed a wallop.

"Excuse me," he asked.

"We believe that sixth sense of yours might work as a GPS as well," he said. "We believe you can find him."

"Why the costume and, uh, web-shooters?"

"We want you to arrest him," he replied.

_What?_

"Why don't you get her to do it," he said gesturing to the woman called the Black Widow. "She's your best agent."

"Black Widow is currently working on something else," Fury said. "Which she needs to get back to."

It was obvious this Natasha-woman didn't like being told what to do, but she left as quickly as she came.

"Look, I'm sure Harry's dad is a bad dude, or whatever, but I'm not a cop," Peter said.

Nick Fury looked like he expected this answer. That made Peter angry.

_He didn't even believe I would do it_, Peter thought. _He thinks I'm a coward._

The thing about though, Peter realized, is that he was a coward. Always had been, and probably always would. While the other kids were running around, playing sports and playing the game where you put the knife in between your fingers as fast as you could, Peter was reading, studying, and learning. He'd be better suited being as a scientist like his father was, not some kind of superhero.

He held the case out to him.

"Here," Peter said. "I don't need this."

"Keep it," the man replied. "You might need it."

That was the last straw for Peter. He stormed out of the room, the case in hand. His life had been hell lately. He's still a nerd, he almost gets blown up by God knows what, he is turned into a freak who walks on walls, he busts his hands open spraying webs with his hands, he accidentally pretty much destroyed Flash Thompson's hand, Breaking Bad was ending, what the hell? And now this guy comes out of nowhere, asking him to become a spider-cop or something, and acts like he knows him! Peter didn't even stop to talk to Mary Jane who was waving at him trying to get his attention, he was that angry. He walked right out of the school and ran home. He walked into the door.

"Aunt May, Uncle Ben," he said. "I know I'm home early, and I don't know if the school called you, but it's been a really bad day to say the...,"

"It doesn't matter Peter," his uncle told him tossing him a duffel bag. "We're leaving. Now."

* * *

_I wanna thank you guys for reading. I don't know if you could tell, but I'm getting a little more comfortable writing. It might be a little harder to write these for a while, because of some technical difficulties, but I'm going to try and put these up on a regular basis. Please leave a review. It doesn't take a long time, and it really makes it worthwhile. Even if it's a bad review, it would help me. Good reviews will me to write more, and bad ones make me write better, so please do._

_P.S. I was interested in writing a Moon Knight fan fiction, but I can't really find any ideas. I definitely want it to be different from the original, like this one, but I can't think of anything. Leave a comment if you have any ideas for me._

_I feel like there was something else I wanted to say, but I can't think of it. Well, till next time._

_-Brad._


	4. Chapter 4: Power & Responsibility Part 4

**CHAPTER 4**

Peter didn't know what to think.

He'd known his Uncle Ben for as long as he could remember, and he'd always been laidback, and calm, and never seemed to be stressed. Even when Peter was ten, and he'd accidentally shrunk his Uncle's favorite shirt in the dryer that he had gotten from his father, Ben Parker had always kept a leveled head.

But, right now, Peter's uncle was anything but. As he was telling him to pack his bags and get ready to leave the only home he'd ever known, he looked stressed, agitated, angry, sad, and desperate, all rolled into one. Peter didn't know what was happening, but he could tell it was bad. He didn't need a tingling in his neck to tell him that.

"Where are we going," Peter asked bewildered. "_Why_ are we going?"

"Pete," his uncle started. "I promise I will explain everything to you when we get there, but right now, I need you to be ready to go."

"Do you know a man named Nick Fury," Peter asked. He figured he'd lay all his cards on the table.

Ben Parker stopped. He had a look in his eyes that said to Peter: _Please God, don't let what he's saying be true._

"What do you know about Nick Fury," Ben asked wearily.

"He came to my school," Peter answered back.

"What did he say?"

"He said Norman Osborn escaped from prison."

His uncle looked to have nearly fainted. But he stood straight.

"We're leaving. Now."

"What if I don't want to leave," Peter said.

He and his uncle were both surprised by what came out of Peter's mouth. But, thinking about it now, Peter knew it was true. He didn't want to go. Looking at his uncle's face, he knew that they could be gone a long time. If they left he'd be leaving everything behind. The house Peter grew up in, all his memories, his perfect attendance and grades, Mary Jane Watson...

And Gwen Stacy.

_No,_ Peter thought,_ I'm _not_ going._

"I don't want to go," Peter said, bringing his thoughts into words. "You can leave if you want, but I'm staying here."

Ben Parker showed an emotion that Peter had never seen on those kind old eyes before.

Anger.

"Peter," he said, obviously trying to hold it all in and failing. "This isn't the time for you to start acting like a normal teenager. We seriously need to go. It's not an option."

"I'm not going," Peter said.

"What has gotten into you," Ben said. "This is not the way you were raised."

"Don't talk to me like you're my father," Peter said getting aggravated. "You're just an old man who won't leave me alone."

Ben looked genuinely hurt. Peter instantly felt guilty.

_No,_ Peter thought to himself. _Don't back down now._

Peter turned around and left right out the house, ignoring his uncle's cries out to him. He knew his uncle was following him, as he heard him stepping onto the porch. Peter went behind his house into the backyard. Ben followed close behind his nephew, but when he got to the back, he was surprised.

Peter was gone.

* * *

Gwen Stacy had a headache.

She had no idea where it come from, or what started it, but it was there. Maybe it was all the fuss with Peter today. She didn't doubt for a minute that Flash Thompson deserved what he got, all those years of picking on Peter, giving him swirlies, wedgies, spitting spitballs at the back of his head, throwing things at him, but she never thought Peter would retaliate. He was too quiet for that. And yet just today, he had broken Flash's hand, apparently twisting it all the way around. Gwen wasn't there when it happened and she was glad. That was not a sight she ever wanted to see.

She looked at the framed picture of her and Peter and Harry Osborn on a field trip two years ago. Peter had his glasses back then. Gwen just now realized he wasn't wearing them today. That was odd. She sighed. Just anther weird thing about Peter Parker. Just another weird thing about the man she was madly in love with.

Just then Gwen heard a knock on the door. She heard the voice of her father down the hall.

"I'll get it," she heard him say.

She heard the door open and heard her father speak with a slightly enthused tone.

"Hello, Peter," her father said to the person at the door. "How are you doing?"

"Hello Mr. Stacy," he said, avoiding his question. "Is Gwen here."

"Oh, yes," the police captain said. "She's in her room."

"Thanks," came the reply.

Almost as fast as the voice ended, Gwen's door opened, revealing Peter Parker standing there. She could tell he was upset.

"Hey," Peter Parker said.

"Uh hey," was all Gwen could say. "What's up?"

Peter closed the door and sat down in her bed. Gwen tried not to blush.

"Can I, uh, crash here for a while," he asked nervously.

Gwen was taken aback. Stay over. Her dad would never let a boy stay over at her house. And if Peter needed to stay here, that meant he was having problems at home. But that didn't make any sense, Gwen thought, Peter never argued with his aunt and uncle. They were the perfect family. Or so she thought.

"What happened," Gwen asked him with more elaborate questions popping into her head by the second.

"Uncle Ben is being a jerk," was as much as he explained. "Can we just, you know not talk about it?"

Peter's phone rang. He took it out of his pocket and checked the caller ID. He didn't look surprised.

"It's Uncle Ben," Peter said.

"He's probably trying to apologize," Gwen tried.

"I doubt it."

The phone stopped ringing.

"Check the voice mail," Gwen said.

Peter pushed a few buttons and the voice of a woman came from the phone.

"One new message," the voice said. "From Ben Parker."

The voice of Peter's uncle came from the phone.

_Hello Peter_, he said. _Look, I know you left and went to Gwen's house. I know you asked her if you could stay there for a while, and I know she said yes. And I'm not coming up there to get you. I know enough about the 'guy code' to know_ _not to drag you out of a girl's house before you even spent the night_.

A small smile played across Peter's face, but it went away quickly. He's trying to stay mad, Gwen realized. He probably couldn't stay mad at his uncle if he tried. The message continued.

_What I want to tell you is that I'm proud of you, and you're probably the best young man God ever created. But, I'm still disappointed all the same. At the way you acted earlier, and for breaking that boy's hand. I was checking to see if I got a message from you when I heard it. Peter, those things you did were irresponsible. And your father had a saying on responsibility that he passed on to me, now I'm passing on to you: With Great Power, Comes Great Responsibility. Just because you have the power to do something, doesn't mean you should. I want you to remember those words the next time you're faced with a situation like this. Make me and your aunt proud,_ he said. Then added: _I love you Peter. I know I'm not your father, but you're my son. No matter what happens, you can always talk to me._

_End of message_, the voice of the woman said. Peter put the phone away. He looked near to tears.

"Wow," Gwen said. "That was deep."

Peter buried his face into his hands.

"I'm so stupid," he yelled.

"Hey," Gwen said suddenly offended for some reason. "If there's one thing you're not Peter Parker, it's stupid."

"Oh yeah," he looked up at her, tears streaming down his face. "Then why did I just rebuke one of the only two people in the world who actually love me?"

"Hey, that's not true," Gwen said, not aware of what she was doing. "I..I love you."

Peter looked surprised. It just dawned on Gwen how close they were sitting. She could feel his breath on her face. Before knowing what she was doing, she leaned forward and kissed him. She was happy to say, he kissed back. She put her hand on his strong chest, and pushed her tongue into his mouth. He eventually put his hands on the small of her back. It was by far the greatest moment in Gwen's life.

* * *

Ben Parker put down the phone.

He grabbed their bags and got ready to go wake up May upstairs. He still hadn't told her they were leaving. He didn't know how he would explain to her about Peter. He knew he couldn't go get him at the Stacy's. If there was the chance Osborn was following him, he didn't want to bring the Stacys into his problems. All Ben knew was that he had to get May to his safehouse.

He started picking up bags to carry when he heard a voice.

"Hello, Ben," the voice said. "Long time no see."

Ben hoped that was the voice of Nick Fury talking. Peter had said he'd talked to him in school, so it was the best he could hoped for. Ben turned to the direction the voice came from and his blood turned to ice.

Norman Osborn was standing there.

Norman looked different from the last picture he saw of him, which was taken weeks before. He was bigger now, more muscular. And Ben noticed something in his smiling face. He looked more...unstable.

"Norman," Ben pleaded. "Please, leave my family out of this."

"You can rest assured I have no interest in harming your precious little family," Norman said obviously having the time of his life. "The only one who needs to die is you."

How did Osborn even get in here? The door was locked wasn't it? Ben looked past the man who wanted to slaughter him, and looked at the door. The lock was broken. How did that happen? He would've heard if Norman broke it open.

Ben felt to his side and swore. He had put his gun in his bag. The bag that was on the other side of the room. Ben made a rash decision. It was only when he was half way across the room that he realized he had broken the number one rule he was taught in SHIELD.

Never turn your back on your opponent.

As if to answer his thoughts, Ben felt a sharp pain in his back. He didn't scream. He would_ not_ give Osborn that satisfaction. Ben looked down and saw the end of what looked like a green lightsaber protruding from his chest. He heard Norman Osborn laughing behind him. Ben's vision darkened, and he saw a long dark tunnel with a light at the end of it.

He thought of Peter.

* * *

As Peter walked home he was feeling pretty good about himself.

Not about what happened with his uncle, he still felt awful about that, but because of his kiss with Gwen Stacy.

_Gwen Stacy. Wow._

At first he didn't know how to respond. It was his first kiss with a girl that wasn't his Aunt May, and that was only on the cheek. He had no idea what to do with his hands. Gwen had her hands on his chest, but he thought that might be a bad idea. In the movies they always put their hands on the girl's faces. But that seemed kind of creepy to Peter. So, he settled on the small of her back. He guessed he didn't do anything wrong, because Gwen never stopped.

He smiled.

_So, this was what it was like to have a girlfriend_, he thought. _Not bad for your first time._

Gwen Stacy.

But no matter how happy Peter wanted to be, he couldn't get what his uncle said out of his mind. He felt so guilty about what happened, he almost died. He hoped his aunt and uncle was still there, so they could make up and apologize. Looking back at it, Peter couldn't even see what the big deal was. So his uncle wanted to leave for a while, what was so bad about that? Peter hoped his uncle wouldn't be too mad at him when he got there.

And that's when he saw the lights.

He was so trapped in his own thoughts, he didn't notice them until he was close enough to them, demanding to be seen. They were a flash of red, white, and blue that Peter automatically associated with the police.

_What the hell were the police doing in Forest Hills?_

Peter started to pick up speed as he felt a tingling in the back of his neck. He walked until he was in the state of a half-jog. He jogged until he saw the police cars parked outside of his house. And then he ran.

When he ran past the house of Mary Jane Watson, he saw her standing behind her fence, looking near tears herself.

"Peter," she said. "I'm so sorry..."

_No,_ Peter thought. _No. No. No. No. No!_

Peter ran into the house he'd been in so many times before. There was his Aunt May sitting on their couch, crying her heart out to two officers who looked like they wanted to be anywhere but here. Seeing her nephew, May got up and hugged him with all the strength she could muster. She was crying all over him.

"Oh, Peter," she exclaimed mid-cry. "He's gone! Our Ben is gone!"

It was Peter's turn to cry. He didn't care about the officers looking at him, nor did he care about how happy he'd been just moments before. He cried and cried for what seemed like forever, until he couldn't cry anymore. He turned to an officer, not wanting his aunt to live through the pain of explaining.

"W -what happened?"

"We don't really know," the officer replied. "He was found by your aunt with a severe stab wound through the chest."

Peter was horrified hearing the news. It had been hard enough for Peter just to hear about the death of his beloved uncle. He could only imagine the pain felt by his frail old aunt, who saw her own husband in that state. He didn't want to.

And then it all clicked for Peter. Nick Fury's appearance at his school, his uncle's brutal murder, Norman Osborn escaping, his Uncle Ben wanting them to leave. It all pointed to one thing...

Peter pulled away from his aunt and ran out the door, ignoring the pained calls from the woman who raised him.

* * *

The red and blue figure sat on the ledge of the building in a crouching position.

He had been in this city since birth, but he had never seen it from this high up. The view was the last thing on his mind, though. He outstretched his hand and placed his two inside fingers on a pad under the gloves he was wearing. A long white line fired from the device on his wrist and attached to a building in front of him. In his other hand, was a slip of paper at the bottom of the suitcase given to him earlier. On it was written: _If You Change Your Mind, _followed by an address. The man jumped from his perch, letting the white thread carry him through the air.

Spider-man wanted vengeance.

* * *

_I hope you guys enjoyed this, as much as I did writing it. I always enjoy getting inside the mind of Uncle Ben, because that's something I feel was not really done enough in the comics. (Maybe a little in Ultimate Spider-man, but not really.) Please review this._

_-Brad._


	5. Chapter 5: Power & Responsibility Part 5

**Chapter 5**

_Thanks to Infamous Storm for reviewing._

_Sorry for being gone for so long. Like I said in a previous chapter, I've had some technical difficulties and I know that sucks, cause I left it at a kind of cliffhanger._

_It's almost to the end of Spider-man: New World (Hope you guys like the new name) but I want to announce that I'm working on Wolverine: New World and hopefully I'll have the first chapter up soon. Still working on it though, so..._

* * *

Nick Fury was busy.

He had about a thousand agents running around him, and each of them had their own task. And who had to organize all of them?

Nick Fury. Great.

"What's going on with the Weapon X situation?" he asked a random agent.

"Um...I think you'd better see for yourself sir." they replied.

On the big monitor in the wall, a picture came up of a man in a red and black full body suit with a various array of weapons ranging from katanas to machine guns. He was being shot at by various individuals in black tuxedos and in his hand was...a severed head. The head was probably the hairiest head Nick Fury had ever seen. It should be dead, but it appeared the head was barking orders at the man in red. Strange, to say the least. And in the red man's other hand...

"Is that a burrito?" Fury asked incredulous.

"Actually, I think it's technically a chimichanga, uh, sir."

"Difference?"

"Well, a burrito is actually bigger in size and contains more -"

Fury eyed him.

"Uh, rhetorical question, sir?"

"Bingo."

Nick Fury turned to a different agent.

"Banner. Where is he now?"

"We don't know, sir," the agent replied. "We lost him somewhere over San Francisco. We believe he's reverted to his human form."

"Find him. We can't have a green steroid freak with the brain of a walnut and the temper of a sumo hiding in one of the most populated cities in the country!"

"Yes, sir."

An agent ran to him with a clip pad in their hand.

"General Fury," the agent known as Maria Hill called. "We have a situation."

"What now?!"

"Um...I you'd better see for yourself..."

The monitor flickered and showed an image Fury had hoped to see all day. A young man in a red and blue costume with a spider emblem on the chest, and lenses on his mask that not even SHIELD's tech could peer through was standing on the top of the warehouse with guards all around him, guns aimed at his head.

_Maybe the kid has some of his uncle's morals after all_, Fury thought to himself.

* * *

Spider-man was not in the mood for this.

With the armored guards all around him, and each one carrying a particularly scary looking gun, all going through his mind was the events of the past day. Sticking to walls. Mary Jane. His first argument with his dear old uncle. His first kiss with the girl of his dreams. And his uncle's brutal murder. But it all bubbled down to one name. One name he swore he'd never forget.

Norman Osborn.

The man who took everything from him, and from his Aunt May. Peter was going to make him suffer in ways neither of them knew existed. But, for now, he needed help finding him.

And these guards were not helping his case.

"Sir, you are on restricted grounds, please leave before..."

Before he could finish, Spider-man sprayed a web-line from the small unseen devices on his wrists. With a sudden 'thwip' he had attached a web to the face of the talking guard, and swung him in a full circle, taking out the first row of guards. Suddenly, there was an all too familiar buzzing in his neck, and he saw the image of the rest of the guards firing their guns at him burning into his mind. Spider-man leaped into the air, did a backflip and pushed the button on his web-shooters, and quickly released it, so his webs came out in little bullets, striking down the rest of the guards in a barrage of bullets and webs.

Spider-man landed back on the ground in a crouching position, ready to take on any more surprises. Spider-man suddenly heard a familiar voice, and his anger died down.

For now.

"Will someone please tell me why," the voice said. "A sixteen year old with no fighting experience whatsoever can just stroll in here and take out some military trained SHIELD agents. What the hell do we pay you for?"

Nick Fury strolled up to Spider-man with a hand outstretched.

"Kid," he said. "If you ever want to join, just ask."

Spider-man hesitated then shook his hand.

"Osborn," he said. "You said I could find him. Tell me how."

"Damn, you skip right to it don't you," he asked then smiled. "I like that."

Spider-man followed Fury into the warehouse. He was surprised to see that the place was full of what he guessed were SHIELD agents. They were all going around, doing something which looked important.

"What is this place," he asked.

"The helicarrier," Fury said proudly.

"Uh..."

"It's not done yet," Fury said. "But when it is, it'll fly."

"Whatever," Spider-man said, his mind going back to what he there for.

"Uh, right." Fury said. "So, what changed your mind about finding Osborn?"

Spider-man said nothing. It was too hard. For some reason, Fury couldn't get this.

"Kid?" he asked.

"Ben Parker is dead." Spider-man said.

With that one statement, every agent in the room stopped. Every. One. That fact made Peter even more sad. His uncle was loved by even all these people. And now he was gone.

However, as quickly as everyone stopped, they all quickly went back to whatever they were doing at that moment. All except Nicolas Fury.

"He what," he asked seemingly horrified.

"He was killed tonight," Spider-man repeated. "And my guess is by Norman Osborn."

Nick Fury seemed to let that sink in for a moment. Then, a realization came to Peter.

"Did you know," he asked deadly serious. "Did you know that Norman Osborn was going to kill my uncle?"

Nick Fury seemed surprised by the question.

"I -" he began.

"Tell me!" Spider-man screamed at the top of his voice.

Again, all the agents in the facility turned to look at them.

"Y...yes," Nick Fury finally replied. "We knew very well."

Before Spider-man could even consider the consequences, he lifted Nick Fury into the air and pinned him into the wall.

"Then why didn't you protect him?!"

Every guard aimed a gun at the back of Spider-man's head.

"Kid," Fury said. "I know you're mad-"

"Stop acting like you know me!" Spider-man cried.

"Just calm down, and I'll explain everything," Fury said.

After a few moments of peak tension, Spider-man put down Fury, and the agents did the same with their guns.

"We did have protection over your house," Fury replied. "We had the Black Widow watch over your house."

As if hearing her name, Natasha Romanoff walked into the warehouse, cuts all over her skin-tight costume and face, with a bad limp in her walk.

"Natasha," Fury exclaimed. Fury and Spider-man grabbed each of her arms, helping her walk. If not for the mood he was in, he would have acknowledge how much of her he could see, and how much he was touching. Another time, maybe.

"Natasha, what happened," Fury asked as they set her on a chair.

"Osborn," she said although it obviously pained her to do so. "He went to the Parker's house, and I tried to intercept him, but he defeated me."

"He defeated you," Spider-man said half-sarcastically. "The greatest agent SHIELD's ever had."

The Black Widow looked at Spider-man with such ice, he could swear she could see directly into his soul, and how scared he was of her. She looked back at Fury.

"Did he...," Natasha didn't want to continue.

"Yes," Fury said, having a quick glance at Spider-man then back to her. "Ben Parker is dead."

"Damn it," she said, kicking a nearby flower pot that miraculously hadn't been knocked over by the flurry of scurrying agents. The plant fell over and cracked.

"Look," Spider-man said aggravated. "I don't mean to interrupt your tale on how you failed to save the person who raised me since birth, but I need to find Norman Osborn."

Natasha peered at him again. This time with something different than anger. She looked at him with something entirely different.

Sympathy. As if she'd been in this situation before. Peter almost laughed. How could she know anything he was going through? Then again, what reason would someone have to commit their life to SHIELD?

"Okay," Nick Fury said. "We have a plan, but it might hurt."

Peter winced under his mask. Pain didn't sound like a fun idea.

* * *

"Are you sure this is safe," Peter asked. "I mean, this seems a little inhumane."

He was sitting, strapped down to a chair, with an electric wire attached to the back of his neck. Nick Fury and the Black Widow were standing in front of him, looking like this was just business.

_Oh great,_ Peter thought. _My well-being is just business to these people._

"Don't worry kid," Fury said authoritatively. "This will be over quickly."

_That's what I'm afraid of._

"What this will do is send a neural shock through your neck, and into your brain system," Natasha said. "Just focus on Osborn, and you should be able to find him."

_Should_, Peter thought. _My favorite word._

"So, did you make this for me or something? Like, specially," Peter asked.

"No," Nick Fury said.

"No?"

"It was originally a torture machine," the Widow said.

_What?_

"I'm sorry, what did you just say," Peter asked, visibly panicking.

"Start the machine," Fury said quickly.

Suddenly, a shock went through Peter's body. He didn't scream. He wanted them to respect him for what happens when he finds him, and screaming like a little spider-baby wouldn't put him high on their chart. And, burned into his mind like when he's in danger, was a picture of Norman Osborn. He looked just like his son, Peter thought through the pain. And, he could see exactly where he was. The shock stopped and Peter was released from his restraints. He stood up, surprised he had lived to see this moment.

"Do you know where he is," Natasha asked curious.

Peter thought for a moment.

"No," he replied without emotion. "I don't know where he is."

"It didn't work then," Fury said flatly.

"No," Peter replied just as flatly. "I'm gonna keep looking for him, though. If I find him, I'll tell you."

"You'd better," Natasha said. "I want a piece of Osborn in the worst way."

"Widow, stop," Fury said with supreme authority.

Natasha stopped herself. Peter could tell she was almost about to, as the kids say "pop off," but she stopped herself.

"I don't want you out looking for him," Fury said. "He's dangerous."

"Yeah, and so am I," Peter said, pulling his mask back on. "I kinda have the proportionate strength and speed of a spider." He then added, "Or is that one of the things you apparently_ don't_ know."

Nick Fury winced. Peter had obviously hit a weak point.

"Peter," he said after a moment. "If there was anyway I could go back and save your uncle..."

"Save it," Peter said, cutting him off. "I don't need your apology, or your charity. I'll find Osborn. Be ready when I do."

Peter stormed out of the room. He heard Nick Fury say behind him.

"And what are _you_ laughing at?"

* * *

Norman Osborn was happy.

That was obvious enough, with the death of the old man who'd taken everything from him. His life, his company, his wife, his son.

Harry.

Last Norman heard, Harry had left the city behind. He would have to find Harry and apologize for not being in his life. Everything was supposed to had gone smooth. The bomb, the drugs, the Oz. Then it was ruined by Ben Parker. Norman smiled. The _late_ Ben Parker.

Norman popped open his beer. This is what dreams were made of. The American dream. Being completely free and happy, with a cold one in the hand, and the lives of your enemies under your feet.

He was sitting in the room of The Four Seasons, and was enjoying the room service. He was worried SHIELD had found and gotten access to his secret bank account he had under a different name. He was glad to see, it was all there. All five billion dollars of it.

_Life is gonna be sweet_, Norman thought to himself.

Then Norman saw something on the TV. He had been tuned into the news to see if they had put out a public profile of him to warn the public that he had escaped, but instead he saw an image of a man in a red and blue leotard apparently swinging over downtown, captured on a cell phone video. Norman quickly dismissed it.

_Maybe he's one of those mutants I saw on the news,_ Norman thought to himself. _This has nothing to do with me._

And just as he had thought that, he was it. At first it was just a shape, then it took the shape of a man. That was all Norman needed. He ran to his closet and got out the equipment he was planning to use when SHIELD found him. He then heard the voice of his other self.

_Yes! YES!_ it screamed joyously in his head. _Show these fools! Show them what a real man is! AHA HA HA HA HA HA HA!_

* * *

_This is it_, Spider-man thought as he got closer to the window that led to Norman Osborn. _Time for vengeance._

Spider-man stuck out his legs and prepared himself to impact the window.

"Osborn!" he screamed.

There was a deafening _crash_ and Spider-man swung into the hotel room, glass flying all around him.

Spider-man was surprised by how quiet it was. He was expecting his neck to tingle, and to see a fist or bullets flying at him in his mind. Nothing happened. Could he have gotten the wrong place? That hotel bill was gonna skyrocket. His Aunt could barely afford their bills, let alone...

That's when it happened. The tingling. The only problem was, there was no image in his mind. Something was wrong.

He looked down and saw a small orange sphere between his legs. A light was flashing at the top of it.

_Well, shit._

Instinctively, Spider-man jumped back, so his more valuable parts didn't get incinerated. Just in enough time, as the sphere then exploded, sending him flying outside the building. He looked down at himself and saw that his costume had various holes in it. He also realized that he was falling. Fast. He put his two inner fingers to the pad under his suit and a long white line fired out of the device on his wrist. It attached to the hotel, and he was swung to the side into the wall of the building. He looked to his right, and saw two women "doing it" in the hotel room.

Spider-man turned his head from the interesting scene, and looked up as he heard a psychopathic cackling laugh. Out of the window he just crashed through, a man on a glider flew out. The armor he was wearing was green and had complex compartments over it. It had a small mask that covered his eyes, but Spider-man could still tell who it was.

Norman Osborn.

But something was off about him. He looked crazy. Like, really crazy.

"Did Fury think this was all he would need," he yelled loud and crazily. "Did he think that was all he needed to stop THE GREEN GOBLIN?!"

* * *

_Okay, next chapter: Spidey vs The Green Goblin! Can't wait. Thanks for reading and everything. I was planning to thank the guys who favorited and followed this story, but I kinda forgot the names. Sorry. But, you guys and gals know who you are, so thanks!_

_-Brad._


	6. Chapter 6: Power & Responsibility Part6

**CHAPTER 6**

_Well, this is it folks. The final chapter of Spider-man: New World. Don't worry, though. I'm working on Wolverine: New World, and it should be up pretty soon. (the first chapter, I mean.) I'm also thinking of doing Ben 10: New World (yes, it would be set in the same universe as this one. Crossover?!) because I was reading some Ben 10 fan-fiction and I just have to write one too. And I'll start working on Spider-man: New World 2._

_Okay, here we go. Spider-man vs The Green Goblin! Will Spidey get vengeance, or will he meet his ultimate demise? (I kinda spoiled it up there didn't I?)_

* * *

The Green Goblin was unimpressed.

Looking down at the red and blue figure below him, that's all he felt. Did they just put costumes on these SHIELD agents and send them out into the field? Did they train them at all anymore? Any self-respecting SHIELD agent knew not to just barge into a targets place of residence. But, as he looked into the man's eye (which was revealed thanks to the explosion ripping his costume) he saw something he didn't expect to see.

Anger. Hatred.

_What the hell?_

What could this sorry excuse for an agent have against him?

_The let's give him something to hate us for,_ the voice in his head screamed. _Kill, Norman, kill!_

* * *

This was not _at all_ what Spider-man was expecting.

When he was swinging to where his spider-sense had told him Osborn was holding up, he wasn't expecting to see Osborn fly out with an array of weaponry. Yeah, he knew Osborn would probably have a plan of action, for when SHIELD arrived. But he wasn't expecting him to fly out on a freakin' glider. He also noticed that Osborn was expecting him.

_Maybe a frontal assault wasn't the brightest idea,_ he thought.

But every coherent thought went away the moment he thought about why he was here.

_This bastard killed my Uncle Ben._

Fury and adrenaline again filled Spider-man's veins and he lifted his hand up and pushed his two fingers to the pad under his glove and a white cable fired from the device on his wrist and hit Osborn in the face. Osborn instinctively reached for his face, and Spider-man pulled his to him. Spider-man braced his feet to the wall, wiling himself to stick as Osborn flew towards him. His right fist connected to Osborn's jaw, and sending him, and his glider back about five feet.

Osborn ripped the webbing from his face, but no sooner did he do that, than Spider-man dove from the wall, tackling him.

"Well," Osborn exclaimed, obviously enjoying this more than he should. "You're turning out to be better than I expected! Is this Richard Parker's bio-cable?"

Spider-man ignored his talk as he punched him again.

"Do you have any idea what you've done," he cried. "Do you have any idea how you ruined the lives of two people?!"

Spider-man punched him again.

"Answer me," he said. "Answer me Osborn!"

He stopped as Osborn punched Spider-man in the face.

"Osborn isn't here," he cackled.

_How is he so strong?_

"The only one here is The Green Goblin!"

_He shouldn't be so strong._

Spider-man sprayed a web over his hand, which was holding another one of his bombs.

"How are you so strong," Spider-man said. "What did you do to yourself?"

Osborn (or The Green Goblin, whatever) punched Spider-man in the stomach, just as the bomb in his hand exploded. The Green Goblin screamed and laughed at the same time, as if he was enjoying the pain. Spider-man started to fall towards the street once again, but this time he was dazed and didn't fire a web-line until he was close to the busy street below. He was able to slow his descent enough so the crash wouldn't be fatal, but it still hurt like hell as he crashed upon the moving taxi. The taxi stopped and Spider-man crawled out of the crater he made in the roof of the car. The driver of the taxi looked mad as he crawled out of the vehicle.

"Hey, you freaky perv," he called out to Spider-man who was too busy getting his bearings to pay attention to what he was saying. "You better have good insurance, or I'll see your ass in..."

He couldn't finish his sentence before web covered up his mouth, but left his nose unblocked so he could breathe.

"Shut up," the man in the red suit replied.

Spider-man looked up and saw that The Green Goblin was lowering himself to them. The back of his neck tingled, as another bomb was thrown down at them.

"Get back," he screamed waving the onlookers away. He sprayed a web and it attached to the bomb. Spider-man spun in a circle, then launched the bomb back at The Goblin.

"Package for Mr. Goblin," he called.

To his surprise, The Goblin caught the bomb in his hand.

"Return to.." he began as the bomb was webbed to his hand. "Damn."

The bomb exploded in his hand, sending The Goblin to the street, barely missing a passing car. Spider-man took this as his sign to attack. He lunged and tackled Osborn to the ground. He punched him repeatedly as he felt his anger fill his veins once again. The Goblin, struggling, reached and grabbed Spider-man's mask, pulling it off. Spider-man stopped the punches, now exposed. Osborn smiled.

"You're Ben Parker's nephew," he said. "That explains so much."

The Green Goblin kicked Spider-man, now maskless, off of him. Spider-man quickly jumps back to his feet, as did The Goblin. Osborn pulled out a small stick that extended into what appeared to Spider-man as a green light-saber.

"The hell is this," Spider-man asked. "Star Wars?"

"No, young Parker," The Goblin said with a big smile. "_This_ is the weapon that killed your uncle."

Before he could form another thought, The Goblin was on him, swinging the sword that had killed his uncle. His spider-sense (his now deformed spider-sense) helped him dodge the attacks, but they were getting closer and closer. Before they could finally connect, he hit the hilt of the sword and knocked it into the air. Spider-man then hit it with a web bullet, knocking it farther from Osborn's grasp. While he was busy with that, The Goblin landed another blow to Spider-man's face, knocking him over. The Goblin then lunged and started punching him the same way he was attacked earlier.

_Stupid spider-sense,_ Spider-man thought. _I_ know _I'm in trouble. You're just annoying me!_

Peter really thought his life was about to end. He really did. He had given up trying to defend himself and closed his eyes and waited for the tunnel. Then the punches stopped. Spider-man opened his eyes and saw that the taxi driver was standing over The Goblin with a pipe in his hand.

"I don't know what the heck is goin' on here," he said. "But this guy saved us from those bombs you were throwing, so I owe him one."

"You fool," The Goblin screamed. "Now you will perish at the hands of The Green Goblin as well!"

Spider-man punched him again, and The Goblin flew back into a nearby wall. He again laid on the punches, except this time, he held nothing back and kept pounding on the punches. He gave Osborn everything he had and more. He kept going until Osborn went limp under his punches. Once Osborn was at the verge of death's door, Spider-man pulled his fist back to deliver what he was sure was the blow that would end The Goblin's crazy, pathetic life. But he stopped. And he could swear he heard the last words his Uncle said to him in his mind: _And your father had a saying on responsibility that he passed on to me, now I'm passing on to you: With Great Power, Comes Great Responsibility. Just because you have the power to do something, doesn't mean you should. I want you to remember those words the next time you're faced with a situation like this. Make me and your aunt proud. __I love you Peter. I know I'm not your father, but you're my son. No matter what happens, you can always talk to me._

___ I want you to remember those words the next time you're faced with a situation like this._

Peter cried. What was he doing? Was he really going to kill this man? No. No, he wouldn't. He wasn't.

Spider-man lifted Norman Osborn on his shoulder and jumped into the sky, giving a thumbs up to the taxi driver who saved his life, and pulling his mask to him with a web-line.

* * *

Nick Fury stepped out onto the platform.

If he got one more alert, he swore to God, he was going to blow a gasket. Seriously. It was just too much. He was told there was an unusual package waiting for him.

_Oh great_, he thought. _Another problem._

But as he stepped out onto the top of the helicarrier, he found not a problem, but a solved one. Tied up in a cocoon of bio-cable and hanging from a nearby building, was Norman Osborn, in some kind of armor, beaten senseless. Attached to the bio-cable was a small sticky note. Nick Fury parted the SHIELD agents standing around Osborn and pulled off the sticky note. On it was written: _Found him. Might need some help patching the suit. Thanks._

Fury smiled. Yes, he would definitely have to fix that suit.

* * *

The alarm rang.

Somebody must've triggered it. They didn't even use the silent one. That was just mean.

"Time to go," the robber said to his comrades. They ran with the amount of money they had taken from the safe to the front of the bank. They stopped when they reached the door. Over the door were a patter of white lines that appeared to hold the automatic doors shut.

"What the hell," the boss said.

"Wow, you guys," a voice came from behind. "They didn't even trigger the silent alarm for you. That's just mean."

They turned and saw a man in a red and blue costume sticking to the ceiling above them. They could see their reflection in the lenses of his mask. The man jumped down towards them.

_With great power comes great responsibility,_ he thought._ I know that now, Uncle Ben. I know it. And I swear to you, I will do everything in my power to honor those words._

**_I am Spider-man._**

* * *

_Well, that's it. That's the end of Spider-man: New World. As I said before, the first chapter of Wolverine: New World is on it's way. But, in case you want more Spidey (and I know you do) I will so work on Spider-man: New World 2 after Wolverine: New World and Ben 10: New World (if I decide to do that before the next book.) See you guys then._

_-Brad._


End file.
